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SUPPLEMENTAL INFORMATION MEMORANDUM XENON ...

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RISK FACTORS<br />

The purchase of the Securities may involve substantial risks and is suitable only for<br />

sophisticated purchasers who have the knowledge and experience in financial and business<br />

matters necessary to enable them to evaluate the risks and the merits of an investment in the<br />

Securities. The Securities are not principal protected and purchasers of the Securities are<br />

exposed to full loss of principal. The Issuer believes that the following factors may affect<br />

either its ability to fulfil its obligations under the Securities or the performance of the<br />

Securities. Some of these factors are contingencies which `may or may not occur and the<br />

Issuer is not in a position to express a view on the likelihood of any such contingency<br />

occurring. The Issuer believes that the factors described below represent the principal risks<br />

inherent in investing in the Securities, but the inability of the Issuer to pay interest, principal<br />

or other amounts on or in connection with the Securities may occur for other reasons and the<br />

Issuer does not represent that the statements below regarding the risks of holding any<br />

Securities are exhaustive.<br />

Prospective purchasers should also read the detailed information set out elsewhere in this<br />

Supplemental Information Memorandum and in the Information Memorandum and, in the<br />

light of their own financial circumstances and investment objectives, reach their own views<br />

prior to making any investment decision.<br />

Purchaser Suitability<br />

Prospective purchasers who consider purchasing the Securities should reach an investment<br />

decision only after carefully considering the suitability of the Securities in light of their<br />

particular circumstances. Investment in the Securities may only be suitable for purchasers who:<br />

(i)<br />

(ii)<br />

(iii)<br />

(iv)<br />

have substantial knowledge and experience in financial, business matters and expertise in<br />

assessing credit risk which enable them to evaluate the merits and risks of an investment<br />

in the Securities and the rights attaching to the Securities;<br />

are capable of bearing the economic risk of an investment in the Securities for an<br />

indefinite period of time;<br />

are acquiring the Securities for their own account (as principal and not as agent) for<br />

investment, and not with a view to resale, distribution or other disposition of the<br />

Securities (subject to any applicable law requiring that the disposition of the purchaser's<br />

property be within its control); and<br />

recognise that it may not be possible to make any transfer of the Securities for a<br />

substantial period of time, if at all.<br />

Independent review and advice<br />

Each prospective purchaser of the Securities must make its own independent review (including<br />

as to the financial condition and affairs and its own appraisal of the creditworthiness) of the<br />

Issuer, the Counterparty, the Swap Guarantor, each of the Reference Entities and Reference<br />

Obligations and the issuer in respect of the Charged Assets (each an "Obligor") and obtain such<br />

professional advice (including, without limitation, tax, accounting, credit, legal and regulatory<br />

advice) as it deems appropriate under the circumstances, to assess the economic, social and<br />

political condition of the jurisdiction in which each such Obligor is located and to determine<br />

whether an investment in the Securities is appropriate in its particular circumstances.<br />

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